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Code of Ethics

HERITAGE BANKSHARES, INC.
Chief Executive and Principal Financial Officer
Code of Ethics

Heritage Bankshares, Inc. and its subsidiaries promotes ethical conduct in the practice of financial management and reporting. The Chief Executive Officer and Chief Financial Officer hold an important and elevated role in corporate governance. They are uniquely capable and empowered to ensure that all stakeholders' interests are appropriately balanced, protected and preserved. This Code provides principles to which these individuals are expected to adhere and advocate. Violations of the Code of Ethics may subject the individual to termination of his/her employment with the Company.

The Chief Executive Officer and the Chief Financial Officer will:

• Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.
• Provide stakeholders with information that is accurate, complete, objective, relevant, timely and understandable.
• Comply with rules and regulations of federal, state and local governments, and other appropriate private and public regulatory agencies.
• Act in good faith, responsibly, with due care, competency and diligence, without misrepresenting material facts or allowing one's independent judgment to be subordinated.
• Respect the confidentiality of information acquired in the course of one's work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of one's work will not be used for personal advantage.
• Share knowledge and maintain skills important and relevant to constituent's needs.
• Proactively promote ethical behavior as a responsible partner among peers, in the work environment and the community.
• Achieve responsible use of and control over all assets and resources employed or entrusted.

Violations of this code must promptly be reported to the members of the Audit Committee of the Company. In order for notification to be considered "prompt" within this policy, any violations must be communicated to the Committee within 72 hours of discovery. Communication may take the form of a verbal communication or a written communication. In the case of a verbal communication, it must be followed by a written communication within 24 hours of the verbal communication.